MEMORANDUM OF AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This MEMORANDUM OF AGREEMENT is made and entered into by and between:

SOROSORO IBABA DEVELOPMENT COOPERATIVE (SIDC), a duly registered

cooperative under the Cooperative Development Authority and with business address at Sorosoro Ibaba,
Batangas City, represented by its Chairperson of the Board, PSUPT EDGARDO R. DIMAANO (Ret)
and its Chief Executive Officer, HON. RICO B. GERON, hereinafter referred to as the FIRST PARTY;
-and-

MERCY A. TORRES, of legal age, married, Filipino and a resident of Maniguin, Culasi,
Antique, hereinafter referred to as the SECOND PARTY.

WITNESSETH THAT:
WHEREAS, the SECOND PARTY is applying to the FIRST PARTY to put up KOOP Feeds
Sales Outlet (Exclusive) at Poblacion, Libertad, Antique on commission basis at P30.00/bag;
WHEREAS, the FIRST PARTY is accepting the said application of the SECOND PARTY;
NOW THEREFORE, for and in consideration of the foregoing premises, the SECOND
PARTY is hereby authorized by the FIRST PARTY to put up SIDC Feeds Exclusive Outlet at Poblacion
San Luis Batangas subject to the terms, conditions, requirements and benefits, hereunder provided and
enumerated:

1. The SECOND PARTY must have /possess the following qualifications:

a. He/she is regular member in good standing of SIDC.
b. Registered distributor of feeds supply.
1. He/she is responsible in securing Business permit, Mayor’s permit and other
related permits required by the government.
c. Has available collateral or guarantee, to wit:
1. If within Batangas City, he/she must present Tax Declaration
2. If outside Batangas City, he /she must present Land Title.
2. As member outlet, the SECOND PARTY must perform the following responsibilities:
a. Help in membership generation in coordination with marketing and sales of feed mill.
b. Be responsible for the sufficient inventory and proper storage of stocks to ensure quality
products to members.
c. Problems encountered related to the sales outlet must be timely reported to regulations
must be observed by SIDC Feed mill for appropriate action.
d. Give feedback or information with regards to competitor’s activities.
3. As exclusive sales outlet, the following rules and regulations must be observed by the
SECOND PARTY:
a. Products to be sold must be SIDC Feeds only.
b. Regular store hours of operation must be properly observed at all times.
c. Price of feeds will be controlled by SIDC Feed mill. The standard trucking discount of
P8.00 per bag shall be deducted on the actual trucking cost, the difference will be
added on the feed mill selling price per bag as the outlet’s selling price to the members.
d. A computer set with P.O.S. shall be provided to ensure accuracy of member’s purchases
and other pertinent data. In such case, the second party shall be responsible for the
maintenance, safety and shall be liable in case of loss.

e. Credit limit of 75% capital share, 30 days without interest shall be applied to all
bonafide members of SIDC.
f. A monthly sales report must be submitted to SIDC Feed mill.

4. NOTICES

a. Any notice or other document to be served under this Agreement to a Party may be served at
its business address at Sorosoro Ibaba Batangas City or at Sampa, Sta. Teresita, Batangas;
b. Either Party shall be entitled from time to time, by written notice to the other, to vary its
domicile address to any other address within Batangas Province, which is not a post office
box;
c. All notices given in terms of this Agreement shall be in writing and any notice given by one
Party to the other (the addressee) which:
c.1 is delivered by hand during the normal business hours at the addressee’s domicile
shall be deemed to have been received by the addressee at the time of delivery;
c.2 is sent by fax to the addressee’s fax number shall be deemed to have been received
by the addressee on the 1 st (first) business day after the date of transmission thereof;
and
d. Notwithstanding anything to the contrary contained or implied in this Agreement, a written
notice or communication actually received by one of the Parties from the other including by
way of facsimile transmission shall be adequate written notice or communication to such
Party.

5. FORCE MAJEURE

a. Delay or failure to comply with or breach of any of the terms and conditions of this
Agreement if occasioned by or resulting from an act of God or public enemy, fire,
explosion, earthquake, perils of the sea, flood, war declared or undeclared, civil war,
revolution, civil commotion or other civil strife, riot, strikes, blockade, embargo,
sanctions, epidemics, act of any Government or other Authority, compliance with
Government orders, demands or regulations, or any circumstances of like or different
nature beyond the reasonable control of the Party so failing, will not be deemed to be a
breach of this Agreement nor will it subject either Party to any liability to the other;
b. Should either Party be prevented from carrying out its contractual obligations as a result
of a force majeure event lasting continuously for a period of 30 (thirty) days, either
Party shall be entitled, after due consultation with the other Party in an effort to come to
a mutually acceptable arrangement, to terminate the Agreement on written notice to the
other Party, without liability.

6. The FIRST PARTY will give benefits to the SECOND PARTY in the following manner:

a. Development Period
b. Purchase Requirement
c. Purchases of Member- Outlet
d. Commission:
e. Pick-up Trucking Discount
Cash or Charge - 50kgs.
25kgs
f. Rental
g. Free use of Computer upon
attainment of sales quota
7. TERMINATION
Set quota must be met on or before its first year
of operation (12 months).
500 bags/month
No commission, with patronage refund
P 30.00/bag
P 6.00/bag
P 3.00/bag
P 4,750.00 monthly (net of tax)
500 bags and above for 3 consecutive
months attainment of sales quota. For
accurate recording of members’ purchases

a. It is hereby understood that should the SECOND PARTY fails to comply with
the foregoing terms and conditions, a letter of termination shall be given or sent
by SIDC to the member outlet. It is further understood that any malicious act by
the SECOND PARTY which will damage directly or indirectly the reputation of
SIDC shall be a ground for the termination of the contract.
In such cases, however, due process shall be accorded to the member outlet
before effecting the termination of contract.
b. Should either Party breach or otherwise be in default of any of its obligations
under or in terms of this Agreement and remain in default or fail to remedy such
breach, if such breach is indeed capable of remedy, within 30 (thirty) business
days of receipt of written notice calling upon it to do so, the other Party will be
entitled, but not obliged, in addition to any other rights which it may have or
remedies which may be available to it:
 a.1. to cancel this Agreement, with or without claiming damages, provided that such
breach constitutes a material breach; or

a.2. to obtain an order against such defaulting Party for specific performance, with or
without claiming damages.
c. In the event that either Party commits an act of insolvency or is placed under a
provisional or final winding-up or judicial management order or if either Party
makes an assignment for the benefit of creditors, or fails to satisfy or take steps
to have set aside any judgment taken against it within 15 (fifteen) business days
after such judgment has come to its notice, then the other Party will be entitled
to terminate the Agreement on written notice.

8. AMENDMENTS

a. No modifications of this Memorandum of Agreement (MOA) or any part thereof

shall be made except upon execution of a written instrument duly signed by both
parties; and
b. Should circumstances necessitate the revision of the agreements embodied in this
MOA, the concerned parties shall, prior to such revision, coordinate in the process of
revision and grant a reasonable grace period of implementation of such revision.

9. SEVERABILITY
If any term, condition, provision or performance, or any part of a term,
condition, provision or performance of this Agreement is determined to be
invalid, illegal, unlawful or unenforceable to any extent, that term, condition,
provision or performance or the relevant part thereof shall be severed from the
remaining terms, conditions, provisions and performance of this Agreement, or
amended to make it valid, legal, lawful and enforceable, in such a manner as to
leave the amended Agreement substantially the same in essence, and this
Agreement so amended shall remain in force and effect.

10. EFFECTIVITY
This Memorandum of Agreement shall take effect upon signing by the
Parties to the Agreement.

11. MISCELLANEOUS PROVISION

a. DEVELOPMENT PERIOD – During this period, the exclusive sales outlet will be given
the complete benefit package regardless of the volume purchased. However, after despite the
lapse of development period, the member-outlet fails to meet the quota required then, SIDC
has the right to cancel the rental subsidy. In such case, however, the member-outlet will be
given a rehabilitation period of three months (3) so as to meet the required quota and be
entitled to reimbursement of rental subsidy.
b. COVERAGE – One outlet per town. In areas where there are no branches yet, the dealer
applicant who has the potential will be offered to be an outlet first. Should for one reason or
another, he chooses to be a dealer, an outlet, however, can still be put up.
c. PATRONAGE REFUND – This will be given every year after the general assembly.
-Total sales, less member purchases will be subject to Patronage Refund due to member
outlet.
- Sales to non-member will be credited to member outlet subject to Patronage Ref.
d. CASH SALES DISCOUNT OF MEMBER – The member is entitled for a cash discount of
P6.00/bag for 50kgs and P3.00/bag for 25kgs.
e. PRICING – The standard trucking discount of P8.00 per bag shall be deducted on the actual
trucking cost, the difference will be added on the Feed Mill selling price per bag as the
outlet’s selling price to the members.
f. PRICE ADJUSTMENT – It is hereby understood that any effect of price adjustment in
SIDC products, the same shall be borne by the member-outlet.

IN WITNESS WHEREOF, the parties hereto have affixed their respective signatures
this ____ day of ______________, 2017 in __________________ Philippines.
 PSUPT EDGARDO R. DIMAANO (Ret) HON.RICO B. GERON
FIRST PARTY FIRST PARTY

ARMAN C. BABASA
SECOND PARTY

Witnesses:

____________________ ____________________

ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES)

________________________________) S.S.

BEFORE ME, this _______ day of ________ 20____ in the __________________, Philippines
personally appeared the following:

Name CTC Number Date and Place Issued

1. PSUPT EDGARDO R. DIMAANO 05151537 January 27, 2017 / Batangas City
2. HON. RICO B. GERON 30627998        January 11, 2017 / Batangas City
3. MR. ARMAN C. BABASA 08218786 March 2, 2017 /San Luis, Batangas

Know to me to be the same persons who executed the foregoing instrument, and they acknowledged to
me the same is their free act and deed.

This Memorandum of Agreement consisting of four (4) pages, including the page on which this
acknowledgement is written, has been signed thereof by the herein parties and their witnesses, and sealed
with my notarial seal.

IN WITNESS WHEREOF, I have hereto set my hand on the day, year and place above the written.

NOTARY PUBLIC

Doc No. _________;

Page No. ________;
Book No. ________;
Series of 20_______.